In collaboration with DEMETRA CORPORATE ADVISORS Friday 10 June 2016 WHAT IS PROSPECTS 2 Prospects is a Multilateral Trading Facility MTF operated by the MSE which is a new market intended to facilitate access to capital for ID: 599746
Download Presentation The PPT/PDF document "PROSPECTS – EDUCATIONAL CLINIC MALTA" is the property of its rightful owner. Permission is granted to download and print the materials on this web site for personal, non-commercial use only, and to display it on your personal computer provided you do not modify the materials and that you retain all copyright notices contained in the materials. By downloading content from our website, you accept the terms of this agreement.
Slide1
PROSPECTS – EDUCATIONAL CLINIC MALTAIn collaboration with DEMETRA CORPORATE ADVISORSFriday, 10 June 2016Slide2
WHAT IS PROSPECTS?
2
Prospects
is a Multilateral Trading Facility (MTF) operated by the MSE which is a new market intended to facilitate access to capital for
SMEs and
S
tart-upsSlide3
3
Key Features :
MTF Structure
Admission granted by MSE
MiFID Compliant
No minimum IPO size
Flexibility of issues shares or bonds
Not pass-portable
Require s a Corporate Advisor
Requires a Business PlanSlide4
THE RULES
The Rules provide for the creation of structures that will ensure a stable future for admitted companies
The Rules provide for succession and continued growth and governance and corporate structure that create and effective management environment
The Rules provide
standardisation
of Application and Disclosure Documentation
4Slide5
THE RULES
Interpretation
General
Corporate Advisors
CompaniesObligations of Securities’ Holders in Equity SecuritiesCircularsTakeovers
Appendices (Templates)
5Slide6
THE RULES
Chapter 2 – General :
Prospects & Rules
Applicability
– Applicant Companies will be ineligible if they satisfy the requirements of the Listing Rules (Prospectus Directive)Retention of Documentation
Prospects Committee
Discipline & Sanctions –
disclosure, fines, suspension, cancellation of Admission
6Slide7
THE RULESChapter 2 – General :
Continuing application of the Rules
Fees –
Appendix 2.1
Risk Factors & DisclaimersAdvertisements
7Slide8
THE RULES
Chapter 3 – Corporate Advisors :
An applicant company is required to appoint and retain a Corporate Advisor to gain and maintain admission to Prospects
Approved by the Prospects Admissions Committee within one (1) week of end of Notification Period (2 weeks from receipt of all relevant application documents)
Admission as Corporate Advisor effective as from date of issue of relevant Prospects NoticeSlide9
THE RULES
Minimum Admission Requirements :
Be either an individual or a legal person established in Malta or any
recognised
jurisdictionEmploy, directly contract or in-source at least two designated qualified persons who shall demonstrate proven experience in corporate finance, corporate governance, accounting and management consultancy
9Slide10
THE RULES
A Corporate Advisor shall :
Be independent and impartial from client companies
Have in place procedures to prevent and detect conflicts of interest
Assess the on-going appropriateness of an applicant company to be admitted and remain admitted
Ensure disclosure of all material information related to a company at admission and on an on-going basis
Objectively assess whether it has the capacity to prove the necessary advice, guidance and training to its clients at admission and on an on-going basisSlide11
THE RULES
A Corporate Advisor shall :
Manage and co-ordinate other advisors at admission and on an on-going basis
Present relevant information in a consistent, complete and accurate manner
Deal with the Exchange professionally and promptlySlide12
THE RULES
In addition to the general responsibilities described, before signing and submitting an application for admission, a Corporate Advisor shall:
Ensure that the Directors of the applicant company can be relied upon to prepare and publish all relevant information
Have explained to the Directors the nature of their responsibilities and obligations
Have obtained confirmation from the Directors that the company has established provides enabling them to make complete and accurate disclosures as required by the Rules
Complete all admission documents as required under these RulesSlide13
THE RULES
Continuing Obligations:
Promptly advise the MSE of any material change that may impact its ability to comply with its responsibilities
Continually assess whether it retains the capacity to meet its responsibilities
Maintain a services agreement with each client company for the period during which it serves as Corporate Advisor (Appendix 4.17)
Independently advise, support and update each client on its continuing obligations under these RulesSlide14
THE RULESThe path to Investor Protection:
The CA :
Lead Advisor for Admission
Retained post-admission
Co-ordinates other advisors
14
Specialised
skills are essential for investor protection – may be in-house or outsourcedSlide15
THE RULESApplication Process :
Formal Application for Admission –
Appendix 3.1
Check List -
cross-referencing to Rules and Documents RequiredProspects Committee will meet with Applicant – where appropriate will meet with members of the corporate advisory team leading on legal and accounting matters
15Slide16
THE RULESChapter 4 – Companies :
Eligible securities :
Equity, or
Corporate Bonds (including callable bonds)
Companies may come to market without having an IPO
16Slide17
THE RULES
An applicant company must :
Be an SME or start-up
Have issued and fully paid up share capital of Euro 46,588
Ensure that its M & A or equivalent constitution document satisfies the relevant requirements as outlined in Rule 4.01.01
Upon reasonable assumptions at the date of application be expected to be financially solvent for at least 12 months from the time of admission
Appoint and retain a Corporate Advisor
Provide complete and accurate information during admission process and on an on-going basis
Maintain a website containing at least the same company specific information required to be disclosed under the Rules
17Slide18
THE RULES
Other
R
ules relate to :
Corporate GovernanceRelated party transactions
Lock-in of Substantial Shareholders
Dealing restrictions
Continuing Obligations
Voluntary suspension or termination
Property Companies
18Slide19
THE RULESChapter 6 – Circulars :
Circulars which must be approved by the MSE shall be issued by the Issuer in respect of amongst others :
Allotment of securities and increase in share capital
Capitalisation
, bonus, scrip dividend
Redemption of debt securities
Amendments to M & A
Related party transactions
Share schemes
19Slide20
THE RULESProspects securities will be available for trading on the MSE’s secondary market in accordance with the MSE’s Trading Rules as contained in Chapter 4 and Appendices of its Bye-laws
Prospects Securities held within the MSE’s CSD will be cleared, settled and registered in accordance with the relevant procedures as set out in Chapters 6 and 7 and Appendices of the MSE’s Bye-laws
20Slide21
THE RULES
Admission time-frames :
One month prior to submitting application, MSE to be notified of such application
Approval by Prospects Committee within 10 days of fully compliant application
Admission becomes effective upon issue of relevant Prospects Notice
21Slide22
THE RULES
Appendix 4.1 – Documentation required with application for Admission
Appendix 4.2 – Formal Application for Admission of Financial Instruments to Prospects
Appendix 4.5 – Company Admission Document Template
Appendix 4.6 – Accountant’s Report Template
Appendix 4.7 – Financial Sustainability Forecasts
Appendix 2.1 - Fees
22Slide23
23
info@smeprospects.com
www.smeprospects.com